VINTAGE AMERICAN RACE CARS
Article I Name
The name of this organization shall be Vintage American Race Cars Inc. VARC inc. as an abbreviation.
Article II Purpose
The purpose of this organization shall be:
(A) The mission of VARC inc with its members and race promoters, is to keep the history of American oval track racing in the public’s eye, in a safe and entertaining environment . Preservation and the education of this history for today’s younger racing fans is our primary goal .
(B) We educate the public with our “Traveling Museum“. Museum quality vintage racing cars are taken to the public in a variety of states including Ohio ,Indiana, and Michigan . The cars are owned by members and displayed at the various events throughout the year including car shows , static displays and at race tracks. This provides the public with an opportunity to learn about the history of the earlier days of oval track racing. They can see the construction techniques used on the various types of racing car and learn about the famous drivers that drove these cars from the 1930’s thru the 1980’s. At race tracks the cars are also driven on the track in an exhibition style race. By running the cars at racing speed it also give fans the opportunity to experience the sights, sounds and thrills of historical auto racing cars and the heroes of the past. This is done through the invitation of the track promoters so VARC inc. can participate in their racing program and bring this living, moving, educational museum to the racing fans of today.
(C) Expanding participation is critical in achieving our stated goal of educating the public. We aim to recruit new members and maintain active membership files.
Article III Members
Any individual is eligible for membership if he or she supports the goals and purpose of VARC and is willing to pay the required annual dues and abide by the bylaws and rules of VARC. Only members in good standing will be permitted to participate in VARC sponsored events. No one shall be denied membership in VARC inc. based on race, color, sex, religious, or political views.
Article IV Board of Directors
(A)The board shall consist of eight members in good standing . The members of the board shall be nominated from the membership and voted on by the current board members when a replacement is needed. The number of positions shall be determined based on current membership numbers.
1. Board members must have the interest of the VARC organization as their top priority.
2. They must be objective and unbiased using sound judgment when voting.
3. Must be willing to attend all board meetings. Spring, summer ,annual fall meeting ,and any special meetings called by the President .
(B)The term limit for the board positions shall be four positions with three year limits and four positions with a two year limit.
(C) The Board of Directors shall have the general supervision and charge of the property, affairs, and finances of the Corporation .This includes changes to the rules, points system, approval of the schedule, and any matter involving sanctions against a member.
The board will also be responsible for fundraising efforts. They will also be responsible for approving the budget submitted by the President .
(D) At any meeting the Quorum shall be at least 50% of the board. In order to vote on any proposal a quorum must be present. If a tie vote Vice President will vote to break the tie.
(E) The Board of Directors shall adopt by-laws for the government of VARC inc. not inconsistent with the Articles of Incorporation of the State of Ohio
(F) Removal of a board member or officer must be for the following reasons .
2. Gross misconduct. (Voted on by the membership )
3. Failing to maintain membership in good standing . ( not paying annual dues)
Article V Officers
(A) The elected Officers of the VARC inc. shall be President , Vice President , Secretary, and Treasurer . These positions shall be elected by Board of Directors at the annual Banquet/Awards gathering held in the fall after the current season. Nomination for officers will come from the membership and must be a member in good standing
(B) The President shall:
1. Preside at all meetings with the board.
2. Be the official spokesperson for the VARC inc.
3. Exercise all powers and perform all duties normally incident to such offices.
4. Preside on any action involving members violation of the rules and disregard for VARC inc. stated purpose.
(C) The Vice President shall;
1. Perform all the duties of the President in absence of the latter.
2. Perform other such duties as The Board may authorize.
(D) The Secretary shall:
1. Keep minutes of the Board meetings
2. Handle correspondence as directed by the President.
3. Maintain the current active membership list.
4. Arrange for periodic news letter.
(E) The Treasurer shall:
1. Collect all monies due the VARC inc.
2. Deposit funds in the approved bank account.
3. Keep books for VARC inc. accounts.
4. Sign for withdrawal of funds of VARC inc.
5. Arrange for a treasurer report for any board meeting.
(F) The Director of Marketing
1. Shall be in charge of the marketing and fund raising efforts of VARC inc.
2. Will oversee efforts in raffles, sale of merchandise, auctions.
3. Work with Board Members to form committees to aid in fund raising
Article VI Indemnification
Each director, officer, agent, member, or volunteer of the Corporation and any director, officer, agent, member or volunteer of any other corporation serving as such at the request of the Corporation shall be indemnified by the Corporation under the standards set by and to the fullest extent allowable under the Ohio Revised Code , as the same shall be amended from time to time. Any action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent, shall not, of it self , create a presumption that
(a) the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interest of the Corporation and
(b) with respect to any criminal action or proceeding , he had reasonable cause to believe that his/her conduct was unlawful.
Article VII Action against members
(A) The President and the Board shall:
1. Convene a meeting when ever a serious complaint is brought against a member.
These complaints will include but not be limited to:
a. Inappropriate behavior to another member, track promoter, or racing fan.
b. Serious disregard for the rules or instruction of the track officials. This will including being black flagged for aggressive, unsafe driving on the track.
c. Any other egregious act that brings discredit to the VARC inc.
d. Complaints brought against a member by any other member must be submitted in writing. The details of the complaint and any witnesses listed.
(B) Issue appropriate sanctions against the offending member.
This can be in the form of written warning, suspension for a specified time limit, or expulsion from the organization. The sanction will be based on the seriousness of the complaint as determined by the board.
Article VIII Board meetings
(A) Board meetings will be held in April, September ,and October. The location will be in Ohio at Ashland ,Eldora, and Fremont unless otherwise indicated.
1. The April meeting will focus on up coming schedule for the traveling museum. The best locations to conduct our mission will be determined.
2. The September meeting will focus on the annual awards banquet and recap of the summer events. Ideas for changes or program enhancement will be discuss .
3. The October meeting will review financial records to include expenditures for the year, proposed budget for next year. Outstanding issues or new business with a focus on the next season goals.
a. Election of board of directors for any position nearing limit of term will be conducted.
4. Any issues that are deemed critical by an officer or director can be submitted at any meeting.
5. Special meetings can be called by the officers or board when necessary. Minimum of a ten day written notice is required for a special meeting.
6. Election of officers will be conducted at our annual awards banquet.
(B) The Board meetings will be chaired by the President . In his absence the
Vice president or the designate director will be in charged.
1. Board meetings will be open to all members in good standing. The purpose is for open discussion of matters that concern the operation, mission , or goals of VARC.
a. Any proposal for change shall be submitted in writing and include description of the condition ,suggested changes, and expected outcome
2. The meeting shall consist of one hour of open discussion on topics brought forth by the membership. After the first hour of open discussion the board will continue in closed session to move on and vote on proposals as necessary. The closed discussion will be limited to two hours. The purpose of this format is keep focus on the subject at hand and minimize distractions.
These by laws were adopted as revised 10/28/2017 by unanimous vote of Directors.